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Contract - OC Sanitation - 2003-01-23 • AGREEMENT THIS AGREEMENT is made and entered into to be effective the /__ day of r64-44 -24o3 :by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as 'OCSD' whose address is P 0 Box 8127 Fountain Valley California, 92728- 8127 AND COSTA MESA SANITARY DISTRICT hereinafter referred to as AGENCY' whose address is P 0 Box 1200 Costa Mesa, California, 92628-1200. collectively referred to herein as the 'Parties • RECITALS WHEREAS OCSD is the regional agency with primary responsibility for collecting, treating, and disposing of wastewater in Central and North Orange County California, and within the jurisdiction of the California Regional Water Quality Control Board — Santa Ana Region, hereinafter referred to as 'RWQCB' and which is authorized under state law to implement the California Porter Cologne Water Quality Control Act (California Water Code Sections 13000 et seq.); and WHEREAS from January 2000 through August 2001 there were approximately 250 sewer system overflows ("SSO's') within Orange County of which almost 75% were from sewer collection systems owned by Cities and local • Wastewater Agencies. During this same period there were 31 beach closures WSBS-TLW:j10.0923/02:#157846 FINAL 1 • due to SSO's, of which 17 were from systems owned by Cities and Wastewater Agencies. The most prevalent cause of the SSO's is grease accumulation in the small to medium sewer lines commonly known as and hereinafter referred to as 'local collector sewers These local collector sewer lines are owned and operated by Cities and local Wastewater Agencies, with the exception of those located in the unincorporated area known as North Tustin and in the City of Tustin, where OCSD also provides the local collector sewer service; and WHEREAS the 2000-01 Orange County Grand Jury ("Grand Jury") investigated SSO's County-wide and published its Findings in April, 2001 in a Report entitled Sewage Spills, Beach Closures-Trouble in Paradise The Grand Jury identified as the main cause of SSO's, sewer pipes clogged with grease • from restaurants and high-density residential areas (e g. apartment complexes). The Grand Jury also suggested that a regional coalition be formed to resolve the SSO problems and develop a regional consolidated approach to controlling grease and WHEREAS to address a portion of the County-wide SSO incidents, the RWQCB has adopted its Order No. R8-2002-0014 General Waste Discharge Requirements, requiring Orange County Cities and Wastewater Agencies within its jurisdiction to monitor and control SSO's. The Order names OCSD as one of 32 Co-Permittees, and as a facilitator agency to assist in obtaining regional compliance with the Order by all Co-Permittees. As part of the Order the Co- Permittees are required to develop a 'Fats, Oil and Grease Source Control • Program ("FOG Control Program") by December 30 2004 To enable the WSBS-TLW:jIo:09/23/02:#157846 FINAL 2 • development of a FOG Control Program that is practical, equitable, and implementable by all Permittees, OCSD has proposed to conduct a study to evaluate FOG control technologies, practices, and programs, and based thereon, to provide elements of technical and administrative practices and procedures, together with the elements ("building blocks') for a uniform Ordinance to implement the FOG Control Program, and WHEREAS the Co-Permittees have determined that the interests of all developed areas within the County of Orange would be best met by conducting a County-wide, comprehensive FOG Control Study ("Study') that provides a consistent, practical, and equitable approach throughout Orange County including the unincorporated areas and Cities. In addition, the Study managed • centrally by OCSD will result in significant cost savings to the County Cities, and Wastewater Agencies. The expected cost of this consolidated approach to develop and conduct the Study is $300 000 00 for Fiscal Year 2002-03 which represents a significant cost savings to the Co-Permitees versus the cumulative cost of $3 000 000 00 to $4 000 000 00 if all 32 Co-Permittees developed individual programs; and WHEREAS, to meet the December 30 2004 deadline, interim schedules, resource requirements, and constraints, OCSD has contracted for professional services with Environmental Engineering & Contracting, Inc ("EEC"), to conduct a 2-Phase Study Based on the EEC proposal, the cost for Phase I of the Study is $268,000 00 Phase I commenced in May 2002, and will be completed during • Fiscal Year 2002-03 WSAS-TLW:110:09123102:#157646 FINAL 3 • NOW THEREFORE, OCSD and AGENCY agree as follows: Section 1 OCSD shall contract with EEC for purposes of conducting Phase I of a Fats, Oil and Grease Control Study in an amount not-to-exceed $300 000 00 Section 2: AGENCY acknowledges and agrees that OCSD has been designated as one of the Co-Permittees, but also as a facilitator among the Co- Permittees, by the RWQCB to assist in obtaining compliance by each of the 32 named public agency dischargers with RWQCB Order No. R8-2002-0014 Section 3. OCSD shall be solely responsible for the administration of that certain Professional Services Agreement between OCSD and EEC wherein • EEC will undertake a scientific study to develop and provide FOG Control Plan elements and building blocks from which AGENCY may select and implement its own FOG Control Program, to prevent SSO's associated with fats, oil, and grease build-up and blockages in its local sewers. Section 4 AGENCY agrees that it shall pay the sum of $3 000.00 to OCSD as its approximate proportionate share of 30 Agencies in Orange County expected to be signatories to this Agreement. The balance of the cost of Phase I of the Study payable to EEC will be paid equally by the County of Orange and OCSD Section 5 OCSD presently provides wastewater collection, treatment, and disposal service to several other local Agencies pursuant to contract, in • WSBS-TLW:jlo:09/23/02:#157846 FINAL 4 • addition to the 32 Co-Permittees that own and operate local collector sewers. OCSD will include those Agencies within the Study Section 6. AGENCY shall pay OCSD the sum due, concurrently upon execution and delivery of this Agreement. Section 7 All reasonable administrative costs to coordinate and manage the Agreement with EEC shall be borne by OCSD Section 8: OCSD shall be solely responsible to insure full compliance and completion by EEC of all services within the scope of work for the Phase I Agreement, and approval of the Final Study Report and FOG Control Plan shall rest in the sole discretion of OCSD Section 9' AGENCY shall receive a copy of the Final Report from • OCSD immediately following approval and acceptance of the Report and Plan by OCSD Section 10' AGENCY agrees to cooperate with OCSD and representatives of EEC in providing information as requested by EEC in the performance of its Study The willful failure by AGENCY to provide information or to confer with EEC representatives upon request, will be cause for EEC to delete AGENCY from the Final Report. Section 11 Neither OCSD nor AGENCY shall be obligated because of this Agreement, to participate in any further contracts or programs relating to the proposed Phase II of the EEC Study Such participation shall only be based on either a written Amendment to this Agreement or a newly-executed Agreement. • WSBS-TUN:Ilo:0923/02.#157646 FINAL 5 • Section 12: AGENCY shall not be obligated in any manner by this Agreement, to implement any FOG Control Plan element set forth in the Final Report of EEC for the Phase I Study Section 13 OCSD shall be solely responsible for payment to EEC of all sums due under the terms of the FOG Study Agreement. Section 14 OCSD and AGENCY agree to hold harmless, defend, and indemnify each other their officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage cost, or expense which OCSD and AGENCY their officers, employees, agents, representatives, and successors-in-interest, may incur or be required to pay by reason of any injury or property damage caused or incurred by OCSD and AGENCY their employees, • sub-agency contractors, or agents, in the performance of this Contract, including but not limited to any contract between OCSD AGENCY and any third party for the performance of work as part of the FOG Program. This indemnity does not apply to any work, action, or decisions by OCSD and AGENCY to implement any part of the Program, as recommended Section 15 Each Party warrants that the individuals who have signed this Agreement have the legal power right, and authority to make this Agreement and bind each respective Party Section 16. All notices, demands, invoices, and written communications required to be provided under this Agreement, shall be delivered at the following addresses or such other addresses as the Parties may designate by written • notice. WS&S-TLWjlo:09123102:#157846 FINAL 6 • If to AGENCY Costa Mesa Sanitary District Attention: Manager General Counsel P O Box 1200 Costa Mesa, California 92628-1200 If to OCSD Orange County Sanitation District Attention. Board Secretary P O Box 8127 Fountain Valley California 92728-8127 With Copy To Director of Technical Services Orange County Sanitation District P O Box 8127 Fountain Valley California 92728-8127 Depending on the method of transmittal, notice shall be deemed received as follows: by facsimile or other electronic transmission, as of the date and time sent, based on electronic confirmation of receipt; or by messenger as of the date • delivered• or by U S Mail first class postage prepaid as of seventy-two (72) hours after deposit in the U S Mail. Section 17 It being agreed that both Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply according to its fair meaning, and not strictly for or against any Party Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. Section 18 No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by the Parties. Section 19• No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No • WS&S-TLW:jIo 09/23/02:#157646 FINAL 7 • waiver benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise Section 20• Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This Section shall not be construed as an authorization for any Party to assign any right or obligation under this Agreement. Section 21 If any portion of this Agreement is declared invalid illegal, or otherwise unenforceable by a court of competent jurisdiction, the entire Agreement shall be deemed invalid, illegal, or otherwise unenforceable. Section 22: Time is of the essence in this Agreement, and the Parties • agree to execute all documents and proceed with due diligence to complete all covenants and conditions. Section 23. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. Section 24 This Agreement contains the entire Agreement between the Parties and supersedes any prior oral or written statements or Agreements between the Parties. Section 25 In the event that any action or proceeding is commenced between the Parties to enforce or interpret any term of this Agreement, the prevailing Party in such action or proceeding, in addition to all other relief to • WSBS-TLW:1Io:09123/02:#157846 FINAL 8 • which it may be entitled shall be entitled to recover from the other Party the prevailing Party s costs of suit and reasonable attorneys fees. Section 26 This Agreement shall become effective on the date first set forth above. IN WITNESS WHEREOF OCSD and AGENCY have each caused this Agreement to be executed by its duly authorized representative on the day and year set forth above. ORANGE % ISTRICT Blake . Anderson General Manager By (j" ff. Secretary a of D APPROVED AS TO FORM • THOMAS L. WOODRUFF DISTRI COUNSEL By ni*/ U tee2.117/ JSIGNATURES CONTINUED ON NEXT PAGE] [CONTINUATION OF SIGNATURES FROM PAGE 91 • WSBS-TLW:IIO:09123/02:#157846 FINAL 9 • COSTA MESA SANITARY DISTRICT By CULA* s - Arlene Schafe Title: President ^ �. By I 1-• Arthur Perry Title: Secretary Board of Direc irs APPROVED AS TO FORM. ALAN R. BURNS DISTRICT/COUNSEL By ��i�Lt�� • • WS&S-TLW:jlo:09/23102:#157846 FINAL 10